Non-Disclosure Agreement

Confidentiality Policy

This Confidentiality Policy (the ‘Policy’) contains a set of restrictions which apply to you in relation to your use of confidential information before, during and after your Shadowing Opportunity.

You acknowledge that as part of your Shadowing Opportunity you may have the opportunity to obtain confidential information in relation to the Provider’s business and its clients. In order to continue to offer Shadowing Opportunities, it is important that the Provider is able to protect the confidentiality of its business and such information. Therefore, as part of the Provider Terms, you agree to comply with the provisions set out below.

 

  1. Definitions

 

1.1.  In this Policy:

(a)     “Confidential Information” means any Information (including any information, analysis, specifications, evaluation materials or notes created by you in whatever form copied or in any way derived from, containing or reflecting such information) other than any such information that is (a) is publicly available at the time of its disclosure or becomes publicly available (other than as result of disclosure by (or via) you contrary to the terms of this Policy); (b) was lawfully in your possession free of any restriction prior to its being disclosed to you; or (c) following such disclosure, becomes available to you from a source, other than the Provider, which is not bound by any duty of confidentiality in relation to such information; and

(b)    “Information” means all information provided directly or indirectly by the Provider to you (whether before, during or after your Shadowing Opportunity) in whatever form including in writing, orally or visually, by any electronic medium, by models, designs, or other materials and including all ideas, inventions, concepts, branding, customer lists, supplier lists, details of the Employees, customer information, designs, know-how, software, business contacts, functional and program specifications, marketing plans, forecasts and projections, and including all discussions, materials and developments arising out of or in connection with meetings between the Provider and you.

 

          All other capitalised terms shall have the same meaning as in the Online Terms and the Provider Terms (including the Non-Compete Agreement).

 

  1. Confidential Information

 

2.1.  You shall:

(a)     treat and keep all Confidential Information as secret and confidential keeping it secret from all other documents and information you may hold;

(b)    not directly or indirectly communicate or disclose (nor permit the disclosure of) Confidential Information to any other person who is not an Employee; 

(c)     not make any copies of or reproduce any documents or extracts of documents containing Confidential Information or in any other way duplicate Confidential Information, except for the purpose of evaluating possible agreements or arrangements with the Provider in relation to your Shadowing Opportunity and, in all such cases, you shall operate procedures to control the copying and distribution of the Confidential Information;

(d)    not remove any Confidential Information from the Provider’s premises; and

(e)     not use any Confidential Information for any purpose (including any competitive or commercial purpose or for the benefit of any other person, corporation or business organisation) other than directly in connection with your Shadowing Opportunity.

 

2.2.  The Confidential Information shall remain the property of the Provider and its disclosure shall not confer on you any rights over the Confidential Information.

 

  1. No Obligation to Disclose

 

Nothing in this Policy places any obligation on the Provider to disclose any information to you.

 

  1. Records and return of Information

 

4.1.  You agree to keep Confidential Information (including any copies thereof) secure and in such a way so as to prevent unauthorised access by any third party.

 

4.2.  You shall at the Provider’s instruction and discretion return or destroy all Confidential Information which is in physical or digital form without keeping any copies thereof (including expunging all Confidential Information from any computer or other electronic medium) within seven days of receipt of a written demand from the Provider and shall promptly confirm in writing that this has been done.

 

  1. Duration

 

The obligations under this Policy shall continue for the longer of the period of 10 years or the period of time for which English law affords protection to the Confidential Information (or any element thereof) and, in particular, they shall survive the end of your Shadowing Opportunity.

 

  1. Breach of this Policy

 

You accept that the Provider shall be entitled to injunctive relief in any court of competent jurisdiction restraining you from committing a breach of the terms of this Policy or continuing to disclose any Confidential Information to any person.  Nothing contained in this Policy shall prohibit the Provider from pursuing any other remedies available to it either at law or in equity, for such breach or threatened breach including specific performance and recovery of monetary damages.

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